The Doctor's Descent
by Kira-Akabane
Summary: I have set this in a world where the tenth Doctor (David Tennant) doesn't regenerate after the episode The End Of Time. A depressed and lonely Doctor attempts to throw off his need for a companion and decides to travel alone, but the effects of this become all too clear. Think of the story as a series with every 1 or 2 chapters like a mini episode.
1. prologue

**The Doctor's Descent**

**Prologue**

As his ship drifted through the endless vacuum of space, the man in the brown pinstripe suit sat on the floor of the console room. He had not been able to save him. After all that he had done for him and all the pain that he had endured for him. Wilfred was gone. He couldn't help but replay those last few minutes of Wilf's life again and again in his head.

"_Wilfred, I can't let you do this. Not for me, not for anyone."_

"_It's ok Doctor," replied the old man in the opposite chamber. "I've had a good run and anyway, I can't let you die; the universe needs you too much." he chuckled._

_The Doctor looked over at the brave man opposite him with sadness in his eyes. "But you don't understand. This is a fixed point in time, you can't change it. I have to die right here on this exact day."_

"_Oh really? And who says that then?" Wilf said with a grin._

"_Wilfred, the paradox will be enormous. Everything has lead me here, to this precise place. Every little thing that has happened to me has been building up to this and it can't be stopped. I have to press this button and accept it."_

"_You'll do no such thing." replied Wilf. _

"_Aargh, why do you have to be so…human?!" he exclaimed, pacing around the chamber and running his hands through his hair._

"_We were both lead here Doctor. We were both supposed to be here. I'm sure the universe won't mind if I fill in for you. Goodbye Doctor, and don't forget about her…even if she can't remember you."_

_Just then the box began to glow and within seconds Wilf was dead._

The Doctor had been right; the paradox had been a big one, meaning there was no going back to that place now. The Doctor couldn't return there even if he wanted to. His mere presence in that place would cause the paradox to spiral out of control just for the fact that he would be alive in the place where he was supposed to die.

What hurt the most though wasn't the fact that Wilf had died for him or the fact that he hadn't tried harder to save him. What really hurt was that he couldn't tell Donna that her grandfather had sacrificed himself for him. He remembered what Wilf had told him: "Sometimes I see this look on her face. Like she's so sad but can't remember why." _The Doctordonna_ he thought to himself. The truth was there wasn't a day that went by where he didn't wish that that had never happened.

Picking himself up off the floor he did all he could to forget about what had happened just hours earlier. He decided that the time had come for traveling alone; which meant that no one else could get hurt. No more regrets, no more pain, no more names added to the list of people that he could never see again but desperately longed for. Donna, Martha, Rose…no more.

After heading to the wardrobe and mending his suit and tie thanks to a handy bit of Timelord machinery which he started to explain the mechanics of out loud before realising he was talking to no one, he punched in a few random coordinates on the TARDIS' control panel and listened to the familiar sound of his faithful ship setting off. _Allons-y. _


	2. Chapter 1

Poking his head out of the TARDIS and taking a look around, The Doctor realised where he was. "Ah! Yunis! Lovely planet, if a bit over-populated by dogs. Well I say dogs, if you can call something with six legs and an exoskeleton a dog." he exclaimed, still not used to the fact that only was able to listen to his ramblings now.

The scenery of the planet wasn't much to look at: it looked much like Earth before the industrialisation of the planet; lots of greenery, grass, forests and deserts but still with patches of advanced civilisation. After walking through a wood for a few minutes the Timelord finally found a city. A vast metropolis stretched out before him, reminding him of New New York. The buildings in the centre of the city were all vastly tall, the streets were immaculately clean and there was a fresh smell in the air. There was no one around at the time but it was getting late so everyone was probably at home.

Making for the first building he saw The Doctor pushed open the door and walked into a spacious atrium. Again the place was empty except for just one person at the front desk. He made his way over and was surprised by what he saw. The person was human.  
"May I help you Sir?" asked the sharply dressed man behind the desk.  
"Ah, humans! You get everywhere you do. The human race, the greatest explorers of them all. Apart from Timelords of course but then again we have an unfair advantage. Anyway, hello, I'm The Doctor."  
"Doctor Who, Sir?" asked the man politely.  
"Just The Doctor. That's me."  
"And does Sir have an appointment?"  
The Doctor took out a leather wallet from the inside of his pocket, flipped it open and revealed a blank piece of paper. "The Doctor. Head of analysis and inspection." he stated.  
"So I see, Sir. Right this way." he replied, gesturing towards a door to his left.

"So, tell me, what kind of things happen here then?" asked The Doctor as the stranger led him down a long corridor. "And none of that Sir stuff, I hate being called Sir. Also I never caught your name."  
"It's Christopher, and I'd have thought that you would know what we do here, being head of and inspection and all." the man replied.  
"Well, first day on the job and all that."  
"This building is in charge of food production and packaging. The food is produced on levels two to forty, the packaging is done on levels forty-one to fifty and the belts are run from levels fifty-one to sixty."  
"But wait a minute, I don't hear any machines. Producing food and packing it away requires machines and even if they were silent the generators wouldn't be." The Doctor replied.  
"You really are new," said Christopher, turning to look at him.

They eventually arrived in a massive underground room which was obviously the basement level of the building. Thousands of conveyor belts worked away almost silently but none of them were connected to anything. They were all around six feet long and were all on. The strangest part though was what was on them. At one end of each conveyor belt was a box or a packet or some kind of packaging depending on the product on the belt itself. At the other end was nothing and yet foods of all description were being created from thin air onto the conveyor belts where they would travel for six feet and then fall into the packaging at the other end which would then seal itself and be replaced by new packaging. All of this was happening with nobody in the room. The food and the packaging were being created out of thin air.  
"This is impossible." said The Doctor turning to Christopher.  
"I assure you it is not Doctor. You are witnessing it with your own eyes."  
"You can't just create things from nothing. You don't have the technology. Not yet, not ever. Only the Timelords have this sort of technology and even that requires a mass amount of circuitry. I should know." replied The Doctor, getting more serious now.  
"The High Council found a way decades ago and now it is used worldwide. In each city every aspect of its upkeep and daily activity is designated to its own building. This particular one is food production, the one across the street is street cleaning, the one further up from that is maintenance work." explained Christopher. The Doctor paused for a while.  
"Well I better be off then." he eventually said.

Back in the TARDIS he thought about what he had seen. Something didn't feel right. He took off his long brown coat and pulled the lever on the centre console. The next time he walked out of the TARDIS he was exactly where he wanted to be. As he had been walking back he had seen what looked like a residential area just to the south of the city and that is where he had decided to go.

As he looked around he couldn't see any people but there were a lot of houses and he could tell that people were home. He knocked on the door of one of the houses and a woman answered. She looked slightly scared and apprehensive as if she didn't get many visitors. "Yes?" she said, peering out of the gap in the door.  
"Hello, I'm The Doctor. I was wondering if I could have a word." he replied cheerfully.  
"A doctor? Are you from the city?" she asked.  
"No. Why, what's wrong with being from the city?"  
The woman opened the door wide and stepped to one side. "Come in before they see you. I'll tell you more in here. I'm Lucy by the way." The Doctor obliged and took a seat on her settee as she sat down in the chair opposite. Lucy was around 30 as far as he could tell but it was apparent that stress had made her look older than this. She wore clothes that looked as though had been worn for years and the house itself looked as though it hadn't had anything new bought for it in quite a while.  
"So what's wrong with the city?" he asked again.  
"When I was a little girl I saw my father taken away by the people from the city. They just came for him one day and collected him. That's what happens here; when they feel you're ready they come for you and take you away to the city to work and you're never seen again."  
"But haven't you thought of going looking for him? Going to the city and trying to find him?"  
"We can't do that. We're not allowed to leave this place."  
"Who's keeping you here Lucy?" asked The Doctor, looking stern.  
"The High Council. They keep us here in these houses. The only time we're allowed to leave is when they come and take us away to the city. We get our food, our clothes and everything else delivered to us here; it's like a prison."  
"How did you come to be here? What happened?"  
"My great grandparents were among hundreds of people who left Earth in search of a new place to live. The human race had already spread out across our own solar system and with the population of Earth increasing many were looking for other planets to settle down on. Eventually we came across this one but unfortunately the original inhabitants didn't like the fact that we had landed here and saw us as a threat to their way of life so they forced us to live here in these villages and used us as cheap labour. No one has been able to leave ever since."  
"Listen to me, Lucy. I will find out what's happening here and you and everyone else here will be free. I promise."  
"Thank you, Doctor. I really hope that you're right."

He got up and headed for the door. As he left the house he quickly walked back to the TARDIS, determined to fulfil his promise to Lucy and right the wrong that had been commited decades ago to a race just looking for a new home. Woe betide the ones who stand in the way of a Timelord with rage in his heart.

(Authors Note: I'm interested in which style people like best: The clear paragraphs like this or the more spaced out style where every line of speech is two lines apart like in the prologue. If you could send me a PM with your answer or add it at the end of a review that'd be brilliant thanks!)


	3. Chapter 2

**Chapter 2**

The next time that The Doctor emerged from his ship he was inside of some sort of storage room in the skyscraper that he had seen from outside. It was right in the middle of the metropolis and was the tallest skyscraper that he could see. _If that isn't a High Council headquarters I don't know what is_ he had thought to himself.

Outside in the corridor it was deadly quiet. He walked the first few floors finding nothing but empty offices and unused rooms, but as he ascended to the fifth floor he saw someone: another human, but this time it was a woman. She was dressed in a black suit and was making her way to the stairs. "Ah, hello there," he called out. He flipped open his psychic paper. "I was wondering if you could tell me what this building is used for."

The woman stopped and looked at him. Almost as if reciting it word for word from memory like she had read a script she said, "Senate of the High Council. Official Senate business on floors one-sixty to one-eighty. Other floors used for various clerical and secretarial work."

"Ah, I see. I don't suppose you could show me some of the lower floors could you?"

"This way." she said, making for the stairs again.

After climbing a few flights of stairs the two of them walked through a door and were faced with a long corridor. The woman stopped in front of the first of many doors and pushed it open. As the two of them walked in The Doctor was confronted with a bewildering sight: the room was full of beds; the kind you would find in a hospital. In each of these beds was a person laying completely still, arms by their side, eyes closed. Each of them had electrodes connected to various parts of their head.

"Floor nine: administration and secretarial work." stated the woman calmly.

"Administration and secretarial work?" replied The Doctor, turning and walking towards her. "What do you mean administration and s…" he began. The realisation had hit him like a freight train and stopped him dead in his tracks. He turned back round to the people in the beds. "I'm sorry. I'm so sorry." he said quietly. Again he turned on his heels and marched out of the room, leaving the woman behind.

After travelling up numerous flights of stairs he had finally gotten to the top floor. A set of double doors were visible at the end of the corridor. Using his sonic screwdriver he was able to unlock them and march inside to the bewilderment of the dozen or so aliens sat in the centre of the room.

The Yunisians weren't the best looking of races but they definitely were not as odd as some of the creatures The Doctor had encountered during the years. Their pink skin was what you usually noticed first about them, followed by the fact that they have no nose and their eyes are completely black. The ones that were sat around the table when The Doctor had marched in were now on their feet, their red and gold robes trailing behind them on the floor as they watched him waltz up to the front of the room.

"Hello. I'm The Doctor."

"Doctor Who?" replied the Yunisian who was obviously the leader.

"That doesn't matter. Now what does matter is your little set up that you've got here. Telekinetic particle manipulation if I'm not mistaken. You take a whole bunch of people, hook them up to the manipulator, make them all think the same thought and there you have it: the power of thought affecting the real world. Clever. I'd completely forgotten about that type of system if I'm honest," he explained, walking around with his hands in his pockets. "And of course it's infinite if you have the right fuel, and that's where your little human farm comes in handy isn't it? When you wear out the brain of one of them you simply replace them like a spent light bulb. But that doesn't mean that their time is done though does it? Because what you do is you take their worn out and empty brain, implant a new, obedient personality into it and make them work as servants for you like the lovely chap at the front desk, unfortunately having spent so much time plugged into the manipulators they can no longer survive without it and die within days."

"Yes, our arrangement with the humans has brought us a lot of joy over the years. It is so hard to find good labour these days. Very good, Doctor. I see you know your stuff."

"Well, when you travel around as much as I do you pick up a few things. Things such as knowing that to do this you need a hell of a lot of manipulators which are all kept in their individual buildings, but also you need a machine that sends out the signal to the manipulators to keep them running and also tells them to implant a nice obedient personality into the empty shells that you create from bleeding them dry," he said, leaning on the table with a stern look on his face. "And a machine like that would ideally be placed up high right in the centre of the network of manipulators it's transmitting to, which is why I'm guessing that this particular transmitter is directly above this roof. Now the only problem is that right now it's programmed to keep the humans asleep, keep them thinking and implant obedient and willing personalities into their heads. But if someone had, say, a sonic device, they could change that. Like this one." As soon as he had finished his sentence The Doctor whipped out his sonic screwdriver and pointed it directly above his head. A loud whirring could now be heard from above.

"What have you done?!" shouted the Yunisian leader as the rest looked around in terror.

The doctor stared back at him with fire in his eyes. "Right now all of the people on this planet who were plugged into those manipulators are waking up. But before I did that I had the transmitter do something else: each and every one of those people that you rounded up and plugged into those machines has now been implanted with a new personality. A vengeful personality. They were dead as soon as you hooked them up to those electrodes, but at least now they will spend their last few days seeing to it that those who wronged them are punished. If I were you I wouldn't want to be here when they find their way up here." At this the Yunisians fled, running out of an emergency door at the back of the room. The Doctor left through the door he had entered through just minutes before. As he walked down the corridor he was passed by dozens of humans freshly woken up and running towards the room he had just left. He kept his eyes forward and his hands in his pockets and moved on.

Back in the TARDIS he thought about what had just happened. He thought about the anger that had overwhelmed him and how little he cared about what happened to the Yunisians. He thought about what he was becoming; he could already feel himself changing. Eventually he shook it off and set off again. This time for Earth.


	4. Chapter 3

**Chapter 3**

Having parked the TARDIS high above city of London, The Doctor leant against the door and looked down on the bustling metropolis below him. Although he didn't see it as most would. He thought about what he had once told Donna: "_That's how I see the universe. Every waking second I can see what is, what was, what could be, what must not. That's the burden of a Time Lord, Donna." Sometimes_ _the burden is too much _he thought to himself. The people below him hurried about as they always had in London; going shopping, rushing to and from meetings, living their normal everyday lives. At times he envied them; they would never know the horrors of being a Time Lord.

Heading back inside, he closed the door behind him and walked over to the centre console, his long coat flapping behind him. He was just in the middle of instructing the TARDIS to materialise on ground level when he heard a voice coming through the speakers above him; a voice that The Doctor knew all too well.

"Doc...tor. Doc…tor."

He stopped dead in his tracks and slowly raised his head to look at the speakers. _No. Not you. Not now._

The voice came again. "Doc…tor."

Leaping into action he began running around the centre console pressing buttons and flicking switches, trying to get a lock on the position of the voice. "Bingo!" he shouted as the TARDIS began to dematerialise.

As the TARDIS touched down The Doctor readied himself and then walked out of the doors. The place he had landed in seemed to be some sort of cellar. Water dripped from the ceiling and the only light in the room came from a dull bulb hanging from a wire. However, there was one other source of very faint light that he could barely see, right at the back of the room. With his hands in his pockets he started to walk towards it. He had only walked around fifteen feet when the voice spoke again; confirming what kind of creature had made it. "Doc…tor."

"I'd seriously hoped that you were gone for good. For your sake," replied The Doctor calmly. "You sent a distress signal. Why? Why send one to me?"

The Dalek in front of him raised its eye stalk slowly. "Doc…tor. Help."

_It's asking me for help?_ "Why should I?" he replied with a stern expression and his hands still in his pockets.

"The Doctor…helps." answered the Dalek.

He could see that this Dalek wasn't a threat to anyone, even in the little light that was available. He snapped his fingers and the TARDIS doors opened behind him, filling the room with light, allowing him to see the extent of the damage: its eye stalk was barely functioning, its armour looked weak, a few of the spheres had fallen out and it had started to rust. He imagined what he looked like right now to this broken down, abandoned Dalek: The Oncoming Storm, The Doctor, scourge of the Dalek race standing in front of it, silhouetted against the light of the TARDIS, with its life in his hands. _Even Daleks fear something. It must be terrified._

"The Doctor…helps." it repeated.

"No. Not the Daleks. Not you." he replied. He turned and began to walk away but what it said next he couldn't ignore.

"Why?"

The Doctor whipped around so fast that his coat could barely keep up with him as he marched towards the Dalek with a snarl on his face. He looked straight into the blue light of the eye stalk. "I've come face to face with Daleks a hundred times and I have watched your race commit atrocities in every galaxy and you dare to ask me why I won't help you!"

"My. Race is. No. More. You…destroyed us." it replied.

The Doctor's face changed in an instant. He no longer looked angry or resentful. It was as though being reminded of his actions had brought back old feelings of guilt and regret. A piece of the old merciful Doctor was trying to make itself known. "I'm sorry. If I hadn't then millions of lives would have been lost."

"The Doctor…has changed. You would make…a good Dalek."

He remembered the last time he had encountered a Dalek in distress; the one that had been captured by Mr van Statten. It had said the exact same thing about him and by this point he was starting to believe it. Daleks are known throughout the universe as merciless killing machines due to the fact that they remove every emotion apart from hate. The Doctor feared that he was going through the same process. "I know." he replied, before turning his back and walking away.

As he walked back into the TARDIS he turned around to see the Dalek still sat there. With a click of his fingers the doors closed. As soon as they did he leapt to the centre console and pulled a lever to his left. Within seconds the TARDIS had moved. The Dalek that he had been talking to was sat just inside the doors.

The TARDIS landed just outside of what looked like a shanty town. The ground looked to be made out of hard clay and the sky was a light orange due to the two suns in the sky. The Doctor opened the doors and wheeled the Dalek out. "I phoned ahead. The people here will fix you, but I've instructed them not to repair your weapons. You're going to live peacefully. Make the most of it, I don't give second chances." He walked back inside the TARDIS and closed the doors, but not before catching the only sound that he had never heard before.

"Thank. You. Doctor." A grateful Dalek_. The Doctor helps._


	5. Chapter 4

**Chapter 4**

"In a corner of the universe there lives a man. A man who can destroy galaxies, tear time in two and make the devil himself quiver at the sound of his name," explained the girl to her friend. "But he's lonely. And he should never be lonely."

"Come on, Lily, you don't believe all of that do you?" replied the girl with the dark hair sat next to her.

"Of course I do. He's saved Earth countless times."

"Lily, you're twenty-one. You can't be hanging on to bedtime stories and dreams you've had. Come on lets go, you've got a delivery coming at 5 haven't you? It's half 4 now."

Lily was an intelligent girl and as she picked up her bag she knew that her friend was wrong. _He is real. What with all those strange things that have happened over the years no one can deny that aliens exist, so it's not crazy to think that he does too._

Sitting inside the TARDIS, The Doctor wondered where he would go next. After all the years of having a companion to guide him and suggest places he found it hard to adjust. A man with the whole of space and time at his fingertips and yet no desire to leave his ship.

It had been months since he last ventured out of the TARDIS. Ever since his encounter with the Dalek he had kept to himself and spent all of his time thinking. He was turning into a recluse. He couldn't help but let his mind drift to The Master. _Is this what happened to him? Was it being alone and alienated that drove him to the brink of madness? _Eventually he pulled himself out of his chair; he had to fulfil a promise to a friend, and to himself.

Leaving the TARDIS down an alleyway on the outskirts of London he walked the rest of the way on foot until he eventually arrived in a park. A path with trees on either side cut through a wide open field; kids and their parents played in the sun, couples had picnics on towels laid out on the grass and joggers ran past on their daily run. Looking around he eventually saw who he was looking for. The bright orange hair made her hard to miss.

In the years that he had been gone Donna had gotten married and had two kids of her own, but she still looked the same as ever. The Doctor watched as she led them by the hand to the edge of a play area and then knelt down to talk to them before hugging them and sending them off to play. Wilf had made The Doctor promise that he would never forget about his granddaughter just before he died. It had been the perfect last wish; for he had made that promise knowing full well that he could never break it even if he wanted to. Donna was special.

After a few minutes watching he couldn't take it anymore. As he turned away he accidentally bumped into a girl walking past him looking at her phone. He apologised and started to head back to the TARDIS. Seeing Donna had taken its toll; the feelings of loneliness and regret had come flooding back tenfold and this time it took all he had not to give up right there and then.

After finding his way back, the weary Time Lord took one last look at London and closed the TARDIS doors. The strange feeling had returned. It was unlike anything he had ever felt before and it was growing stronger. It was as if a massive ball of energy was growing inside of him just waiting to be let free. He pushed it deep inside of him once again and tried to forget about it. He settled down in a leather chair and sat there for what seemed like hours, just like he had done for the past few months. The Doctor's life, which had once been filled with fun and adventure, had become dull and boring and the spark that once existed in those old eyes had vanished and had been replaced with a sort of resignation. However, if he had known what was coming in his future he would have done all he could to hang on to the drab life he had adopted.

Wandering around the centre console of the TARDIS, The Doctor mumbled to himself as he ran his hands over his ship's buttons and levers. He talked to himself about what was happening in his life, he told himself stories about his past adventures, he relived past conversations with people long gone. It was his way of coping. He hung to the past in the hope that it might return someday, but not even a Time Lord can go back and relive the past.

The Doctor's self-indulgence was eventually interrupted. Just as he passed the main section of the centre console the TARDIS began to stir and right away it was obvious to him what was happening; the TARDIS was moving.

"Nooooo. No no no no no!" he shouted as he rushed around trying to make it stop, but it was no use; the TARDIS was dematerialising and he was powerless to stop it.

As the TARDIS landed The Doctor had no idea what to expect. _I could be anywhere. The whole of space and time and I could be anywhere._ _I could be…_ he thought as he ran to the doors. He pulled them open and stood in the doorway, looking at a girl with dyed red hair sat in a beanbag chair as she looked him up and down.

"Hello," she said. "You're The Doctor."


	6. Chapter 5

**Chapter 5**

The Doctor stood in the door to the TARDIS staring at the girl in front of him, wondering how he had come to find himself in her bedroom. He looked at her and then turned to look back into the TARDIS and then back at her, with a clear expression of confusion. "Ah. Okay. Well, hello!" he said, not knowing what was going to happen.

"Hi, Doctor, I'm Lily." she replied, smiling broadly.

"I'm sorry have we met?"

"Errm…kind of."

"Okay well at least we're getting somewhere…I think. What do you mean 'kind of?' because I remember everyone I have ever met. Everyone. And I don't remember you." he told her.

"Well, you see, I met you in a dream." she explained.

He looked at her now with even more confusion on his face. "A dream?"

"Well…dreams."

"Dreams. Right…okay."

"I know you think I'm crazy now." she said, seeing his expression of utter bemusement.

"Nooooo. Well…"

She glared at him and then smiled. "Well at least you're here now."

"Yeah, I hope you don't mind me asking but how did I get here?" he asked.

"With this." she replied, producing his sonic screwdriver from her pocket.

His face burst into a wide smile as he rushed towards her and took it from her hand. "Oh you beauty!" he exclaimed, holding it up in front of his face and examining it."

"It fell out of your pocket when you bumped into me in the park. I remember dreaming about it so I just pushed the button and there you were."

He thanked her, put the screwdriver back into his pocket and waved goodbye as he walked back to the TARDIS.

"So where are we going?" she yelled out behind him.

When he turned around she could see that the smile was gone. Sadness had replaced it and there was a look on his face that said 'I'm sorry' without him having to open his mouth. "Nowhere. I travel alone."

"But that's not true! You're lonely, and you should never be lonely, Doctor. Never."

"People have travelled with me before. It doesn't end well."

"I know but I can handle it. I know I can!" she pleaded.

"But I can't! I'm sorry but I can't let you come. I can't have you on my conscience as well." he told her. He turned his back on her and started to walk back into the TARDIS.

"When I was a little girl I had a dream and I've been dreaming ever since. Dreams about a wonderful man who travels the galaxies in a strange blue box that has everything and nothing inside it, battling monsters and aliens and saving the world time after time, never giving his real name and always feeling the pain of being alone in not only this universe but every other universe too. He's the last of his people and the loneliest man that has ever lived. He needs a friend."

The Doctor said nothing; he kept his back to her and walked into the TARDIS. As Lily looked up she could see that he had left the door open and took her chance. She rushed inside and closed the door. "Bigger on the inside, just as I remember it."

Leaning against the centre console, The Doctor couldn't help but smile; he always had loved hearing people say that. But one thing troubled him: here was a girl that had dreamt about him, knew who he was and knew his story. _Who is she?_

"So, where do you want to go? Fira? Minolius? The Crystal Hills of Raskius? I know a great ice cream place there." he said, happy that he finally had someone there to listen to him waffle on about random things that usually meant nothing to nobody but him. But the damage had been done. His time alone had taken its toll and a scar like that cannot heal, only grow.

"Errm, I'm not really sure what you're talking about so let's just go somewhere fun. Oo let's go to the past! Or the future!"

Her excitement was infectious and The Doctor couldn't help but be carried away by it. He pulled the lever on the centre console and heard the familiar noise of the TARDIS dematerialising. "Well, let's see where we end up then shall we?"

"You don't know?" she asked.

"I never do really."

Lily couldn't help but laugh. She couldn't believe that she was finally travelling with The Doctor; literally the man of her dreams. She knew that he needed someone but so did she. Ever since she was young she was the odd one out, an outcast. She was never one of the 'cool' kids but her dreams of The Doctor gave her hope that there was something more out there. Something so bizarre and wonderful that judging it by Earth standards just wouldn't be possible. She had finally found it.

When they finally landed, The Doctor rushed to the door with Lily following close behind. He opened the door and popped his head outside to take a peek at where they were. Lily tried to bend her neck around to see what he was seeing but as she did he withdrew his head and closed the door. He turned around and smiled broadly at her.

"Good?" she asked, excitedly.

"Oh yes!" he replied.

The Doctor opened the doors wide and stepped outside, looking around him with a smile on his face and his hands in the deep pockets of his coat. Lily stepped out from behind him and felt her jaw drop.

"Is that…?"

"The Parthenon? Yup! Welcome to Athens," he exclaimed. He licked his lips a couple of times. "Around four hundred BC by the taste of it."

"Okay then…" said Lily looking perplexed but almost giggling.

Lily was keen to explore. As she rushed off she left The Doctor to close the door of the TARDIS. He had only walked a few feet to try and catch up to her when he felt a blinding pain rush through his body, forcing him down onto one knee to try and catch his breath. The pain was strange; it wasn't a physical pain, he couldn't pinpoint where it had originated from but it felt sinister.


	7. Chapter 6

**Chapter 6**

The Doctor and Lily walked side by side along the streets of Athens. Lily was fascinated and seemed to be having the time of her life taking in the sites of the ancient city and seeing the inhabitants go about their daily lives. As they rounded a corner they came across what looked to be a market; stalls were neatly set out in rows along the square as people rushed around gathering supplies from the array of different distributors.

"Brilliant! I love a good market," exclaimed The Doctor. "Come on" he said cheerily as he took Lily's hand and pulled her towards the entrance to the market.

Lily walked through the lanes of the busy market as she looked at the various stalls and the wares on sale. She could see The Doctor just ahead of her picking up various objects and scrutinising them closely before putting them back and moving on. _He's a strange creature_ she thought to herself. All of a sudden she saw him pause and take out his sonic screwdriver; he pointed it at an object he had picked up from a stall and seemed to be analysing it. As she hurried over to him he handed her the strange grey object that looked like some kind of weird flute.

"Look at this," he said. "This isn't right."

"What's wrong with it?" she asked.

"Nothing." he replied, turning to face the person stood behind the stall; a rather chubby man in his forties, wearing traditional Greek dress. "Where did you get this?" asked The Doctor.

"Will he understand you?" enquired Lily.

"My employers gave me it." answered the merchant.

"Fair enough then, I guess he will."

"But this is alien," said The Doctor. "You shouldn't have this. This shouldn't be here."

"Well it is." replied the merchant.

"No, you don't understand, this _can't _be here. I know what this is and it should never leave the place where it was made."

"My employers gave me it to sell so that's what I will do."

The Doctor was starting to get irate by this point. "Employers, employers, employers. Who are these employers? Where do they live?"

The merchant paused for a moment. "I will take you to them. Follow me."

Lily walked behind The Doctor as they followed the merchant. She couldn't help but wonder just what he was thinking and what thoughts were running around in his head. She had been having dreams about him for years, ever since she was young, but they were vague and short; each time she only saw small flashes of his life, but nevertheless she knew that the dreams she was having weren't just dreams; they were more like memories.

Their walk finally came to an end when the merchant stopped in front of a grand villa that only people from the wealthiest group of the Athenian population could afford. The merchant said farewell and after trying unsuccessfully to take the flute-like object from The Doctor, set off back to his stall.

"This is wrong." Lily heard The Doctor say as he looked at the massive house.

"What is?" she asked.

"The house. The whole house is wrong, it doesn't belong, it just doesn't fit. It's not from this time period."

"So what are you saying?" she enquired. "That someone is living in ancient Greece is living in a house from the future."

"No. Well, yes. Kind of. It's purposely been made to look like it's from this time period but a few details are off."

"Well that thing you found is alien so maybe the house is too."

"Well there's only one way to find out." he replied. He gave a wide grin and then marched up to the front door and banged on it repeatedly with his fist. "Hello?" he called out. "Knock knock! Anybody in?!"

"What the hell are you doing?!" exclaimed Lily, bewildered by the Time Lord's approach.

The Doctor took out his screwdriver and pointed it at the lock on the door. "I believe it's called breaking and entering," he said as the door swung open. "Lucky the lock was metal. If it was wood we never would have gotten in. Come on then."

Lily watched as he walked into the house and began calling out to see if anybody was at home. _He's mad_ she thought as she followed him in.

The interior of the house seemed to be quite normal but once again The Doctor was the one to notice the subtle inaccuracies. As he walked around pointing them out a voice rang out behind them.

"Very good. I'm impressed."

As they turned around the site that greeted them was not what they expected. Standing behind them was an average human man, apparently in his early thirties. If you passed him on the streets of Greece you wouldn't give him a second glance. But once again The Doctor saw something completely different.


	8. Chapter 7

**Chapter 7**

"I thought you said that the things inside here would be alien." said Lily, turning to The Doctor.

"They are," he replied, keeping his eyes on the smiling man in front of him. "These…things…are called Transeators. They're shape-shifters."

Lily looked confused. "You mean like things that can change form?"

"Yes, Lily, exactly that. But these are among the worst kind you could ever hope to run in to."

The Transeator's smile had faded as it stood watching the two of them converse. "The same could be said about you, Doctor," it said eventually. "I have heard tales about you. I grew up with them; our whole race did. Our elders used to tell us 'If you ever come across The Doctor: run, and don't look back.'" it continued, walking slowly towards them, looking The Doctor dead in the eye.

"Wise words," The Doctor replied with a grave look on his face. "I suggest you take your elders' advice."

"You underestimate me, Doctor. All these stories, the legends of The Oncoming Storm, the destroyer of worlds, the bringer of chaos. You were a bedtime story, and I don't believe in fairy tales."

"Oh I am much more than that, believe me. One warning…that's all you get." The Doctor declared before walking away and out of the house with Lily following in his wake.

The Doctor was around halfway down the hill before Lily caught up with him.

"Hey hey hey. What was all that about in there?" she asked.

"That thing inside that house is one of the most hated creatures in the universe."

"Why?"

"Because unlike other shape-shifters it needs to kill. In order to take a person's form that person first has to die, and the Transeators don't like staying in one body for too long so after a while it will kill again needlessly, just so that it can have another form to change into."

"So you knew? As soon as you saw that it had taken human form you knew that it had killed the man that it was impersonating?"

"Yes. If you find yourself looking at a Transeator you're actually looking at something that has already died," said The Doctor sadly. "But that's not the worst part. Transeators create colonies and they travel together."

"So you're saying…?"

"Yes. There's more than one of them here. Probably hundreds. And it's extremely possible that they've all taken human form and are walking the streets of Athens."

Back in the city centre The Doctor paced rapidly. He had the outline of a plan but just couldn't piece it together. After a while he stopped dead on the spot and turned to look at a now very bored Lily.

"What are you doing?" he asked.

"Well for the past ten minutes I've been watching you wear away that five foot stretch of dirt and wondering why we can't be doing something a bit more fun and now I'm talking to a madman."

"Fair point. Come on, we're off to the Parthenon."

"What? Just like that?" she replied.

"Yeah, why not? We're in ancient Greece. How can you not go to the Parthenon when you're in ancient Greece?"

As they walked the street of Athens Lily couldn't resist asking some questions that had popped into her head that day.

"So, Doctor," she said, looking at him as they walked side by side. "All these people walking by us; can you tell which ones are Transeator thingies?"

"Nah, not at first glance," he replied. "Although some of them do give off a rather unpleasant smell at times. Then again so do humans so it kind of helps the camouflage at times."

"Thanks." she replied sarcastically. The Doctor was an enigma to her. _He seems so conflicted at times _she thought to herself. _One minute he can make giggle on cue and the next he's the most terrifying man I've ever met._ _I wonder how much heartache he's hiding behind that smile of his. _"What he called you back there: The Oncoming Storm, the destroyer of worlds, etcetera. Why is that?"

Lily could once again see the split-second change take place and the cheeky grin disappear off his face, being replaced by a serious stare. He kept his eyes forward and his hands in his pockets the whole time. "Because that's what I am. I come from a race of people called the Time Lords, and years ago the Time Lords were involved in a war with one of the most feared races in the universe: the Daleks. Throughout the years I've met them and defeated them a hundred times. So much so that they came up with the name The Oncoming Storm, because that's what they saw me as: an unstoppable force of nature that destroys everything in its path. A harbinger of death and sorrow."

Lily said nothing for the rest of the walk. She felt as though she had invaded some private territory and didn't want to intrude any further._ In my dreams I always saw you as the lonely Doctor. I always wanted to know the reason why, but now I'm not so sure. _

Eventually they arrived at the Parthenon. At this point in time it was still considered newly built and looked even more impressive.

"Well, here we are then." exclaimed The Doctor.

"Yeah, so what are we going to do now then?" asked Lily.

The Doctor took out his sonic screwdriver and fiddled it for a second before pointing it straight up in the air and turning it on. "That."

"And that was?" she asked, looking puzzled.

"Oh that? Well I basically just alerted every Transeator to the fact that there's a Time Lord stood in one of the most recognisable places in the whole of Greece." he explained.

"You what?!"

"A nice juicy Time Lord body up for grabs, they'll be all over it!"

Lily looked like she was going to kill him. "You're bringing a hoard of homicidal aliens right to where we're standing?"

"Pretty much," he replied. "So basically…run."


	9. Chapter 8

**Chapter 8**

"Here, take these!" shouted The Doctor as he threw Lily what looked like metal poles.

"What are they?" she shouted back.

"Stick them in the ground there, there and there," he replied, pointing at each place in turn. "They're conductors. Think of them as lightning rods."

Lily got to work forcing the rods into the ground, wondering what kind of plan The Doctor had cooked up on their way there. They were stood just to the left of the entrance to the Parthenon itself, at the bottom of the steps. The places The Doctor had wanted the rods placed formed a large square; she still had no idea what they were going to be used for but watched as he messed around with various wires and metallic objects that he seemed to be pulling from nowhere and assembling in front of him.

Eventually they were both finished. The Doctor had been clever in choosing the Parthenon as the place to set up as he knew that the Transeators would want to move as a group which meant gathering every single one of them before attempting to make a move on their position. Lily stood on the steps to the Parthenon where The Doctor had built his strange contraption and stared at it for a while, wondering what it could be and what it could do and the connection it had to the rods she had been instructed to place in the ground, but to no avail; it looked like alien technology so she decided to just give up trying to guess. She soon got her answer though. Just as predicted the Transeators came on mass, walking up to The Parthenon and stopping just in front of the steps, looking up at the two time-travellers in front of them.

The Doctor was relieved; he had guessed at the number of Transeators inhabiting Athens at that point and he was right. A hundred or so more and his plan would never have worked. But luckily for him every single one of them stood within the boundaries of the metal rods set out by Lily. He stood overlooking them with the all-too-familiar look of anger and disappointment on his face. A few of the Transeators had started to shuffle nervously having heard the stories of The Doctor in their youth, but still they stood firm and waited for the order from their leader: the man the Doctor and lily had met in the house.

"Transeators, I give you the choice: leave this planet now or stay here and perish." barked The Doctor.

"Once again you underestimate us, Doctor," replied the Transeator from earlier stood at the front of the pack. "I dare say that we won't have any problem at all killing you and your friend. It will be you that perishes, Time Lord."

"So be it." he declared as he reached into his pocket. He pulled out his sonic screwdriver and pointed it at the contraption he had constructed earlier that now stood on the step in front of him. He pressed the button, the screwdriver emitted its blue light and the metallic structure kicked into action. Multiple bolts of electricity flew out and created a fence around the Transeators, connected by the metal rods Lily had placed in the ground earlier. They were trapped inside a cage of electricity. Once again The Doctor pressed the button on his screwdriver and the electric field began to move inwards causing the Transeators to huddle tighter and tighter as it closed in around them from all sides.

"You kill needlessly for your own selfish gain!" shouted The Doctor. "Just because you fancy a change of body every now and then. You have no respect for life or for the people you murder, so you deserve no better. You will die in this place because you chose greed and killing over a chance to quit while you were ahead. Your elders warned you and yet you took no notice and now with your final breath you will hail the name of The Doctor and hope that they can hear you back home so that they don't make the same mistake that you did!"

As the machine shut itself down after having fulfilled its purpose, The Doctor turned to see Lily on her knees with her eyes closed and her fingers in her ears. The red mist that had descended over him cleared almost immediately as he bent down beside her. He touched her shoulder and made her jump.

"Lily, are you okay?" he asked.

"I couldn't bear to hear them scream anymore, Doctor." she replied. Her honesty hit him in both hearts.

"I'm sorry." he said softly as she stood up.

"You just stood there. You stood there and you watched them die. Doctor, you are the most terrifying man that I've ever met, and yet somehow I feel completely safe when I'm around you. Something inside you is broken, but it can be fixed."

The Doctor watched as Lily steadily made her way back to the TARDIS, obviously shaken from what she had just experienced. There were still so many questions he needed answering about her. The mystery girl. _Who is she? Why does she know so much about me? Does she know something that I don't?_

Back in the TARDIS he decided it was time that his mysterious passenger finally got the grand tour. _Maybe that will help her take her mind off things. And maybe it'll help me understand a bit more about her_.


	10. Chapter 9

**Chapter 9**

"So that's the kitchen, that right there is a gym, this is a sauna, over there is a cupboard but there's nothing in it for some reason and I still don't know why. Ah! Right up here is something very cool indeed."

Lily watched as an overly-excited Doctor skipped around the TARDIS showing her all he could think to. He stopped at a doorway and waited for her to catch up before giving a knowing look and opening the door to reveal a spectacular library. Her jaw dropped as she took in the sight of books upon books piled on shelves a hundred feet high. It was bigger than any library she had ever seen on Earth and yet to her disbelief it was crammed into a little blue box just like everything else on the ship. The Doctor walked inside and started to tell her all about his collection.

"Nothing like a good book every now and then," he began. "There are books on every topic in here. Well, I say every topic…but anyway my point is lots and lots of books. Funnily enough there's even a book in here all about how to organise a large collection of books. I can never seem to find it though."

"This is amazing" said Lily, looking up at the ladders leant against the towering shelves.

"Well…its ok. Not exactly the biggest library in the universe though. Trust me, I've been."

Lily listened to The Doctor as he talked but her attention seemed to have been grabbed by one area of the library in particular; a small plinth in between two of the rows of shelves, illuminated by a light from above. The Doctor watched as she walked past him and up to the plinth, reaching out her hands but not touching the book. She stood looking at it for a few seconds. "The story of the last great Time War," he said as he appeared at her side. "Open it. Take a look."

Lily gently reached out and turned over the front cover of the book. There was a series of circles on the inside of the cover and on the page opposite a bunch of notes. She skimmed through a few pages before The Doctor intervened and turned to almost halfway through.

"This section is about me."

"You?"

"Yes. I was so prevalent in the war that I have my own chapter and I'm mentioned in pretty much every other one too."

"You were a soldier?" asked Lily.

"Not really. I just did what had to be done. Afterwards I marked the passing of my people and I moved on."

"Wow, you're a war hero. I never even knew that about you."

"I wouldn't call what I did heroic. I broke a promise and I've been running from it ever since."

"Doctor…why are you telling me all of this?"

"Because I'm pretty sure you know it already." he said, drawing a confused look from Lily.

"How do you mean?"

The Doctor walked around to the other side of the plinth and stood staring across at his unusual passenger.

"Lily, when I first met you you said that you had dreamt about me. That doesn't just happen. You don't just dream about someone you've never met before and know details of their lives. These are memories, Lily."

"Whose memories?"

"Mine. And the people who have come into contact with me. Somehow you're dreaming about my life, and that's dangerous."

"How so?"

"Because I have memories that you don't want to see. And these dreams probably won't stay being dreams. Most probably they'll become more like visions, meaning that you'll start having them while you're awake."

Lily now looked scared. "Why is this happening to me?"

"I don't know. And I am sorry, I am so very sorry, because the last thing that I would ever want to inflict on anyone is for them to see what I have seen," he said, putting his hands on hers. "But we are going to fix this, I promise."

Lily nodded and The Doctor signalled that it was time for them to go. He walked towards the door as she grabbed the cover of the book to close it. But before she did she couldn't help but seeing the first few lines of text on the chapter he had shown her. _So that's his name._

As the two of them walked back through the TARDIS, The Doctor couldn't help but think that there was still more to Lily than what he had already figured out. _There must be some sort of link, something that connects us, but what?_ Before he could try and think of an answer he noticed that Lily was no longer beside him. Looking around he saw why. She was stood in one spot looking dead ahead, her arms by her side. It would have looked like she had just stopped of her own accord if it wasn't for her eyes; they had misted over and were completely white and wide open.

"Lily!" shouted The Doctor as he rushed towards her.

"Oh Doctor," she said as he approached. "You saved them."

"Saved who? What are you seeing?" he asked, knowing that his prediction that her dreaming would escalate had come true faster than he had hoped.

"Them. Us. The people of Earth. It's a different face but I know it's you, Doctor."

"Lily, you need to stop," he said forcefully. "Control it, don't let it control you."

"I can't"

"Yes you can. You're talking to me so just concentrate on me here and not me in the memory."

"You saved us, Doctor. Thank you." she whispered before her eyes cleared and she dropped to the floor. The Doctor picked her up and carried her to the console room. _She saw my past. This is bad. And it's only a matter of time before it gets even worse._


	11. Chapter 10

**Chapter 10**

The Doctor stood leant against the control panel in the centre of the console room of the TARDIS. He still didn't know what to make of Lily. It seemed to him that he was never going to solve the mystery of where she came from, who she was or how she had the ability to see into his past. He watched her as she sat on the chair just feet away from him, waiting her to awake from her vision-induced sleep.

"Morning." he said when she eventually came round.

"Morning?" she replied.

"Well, I say morning. We're currently drifting through space in the Rexacon galaxy in the year seventy million so technically there is no morning. But anyway, morning."

"I will never get the hang of talking to you will I?" she asked, smiling.

"Probably not," he replied. "Oh well, so where do you want to go? I'm in the mood for pancakes. Luckily there's a whole city made out of them in Tefolis."

"Doctor, what happened to me?"

The Doctor wheeled round and looked at her. "You had a vision," he explained looking a bit less cheery now. "Whatever is affecting you seems to be getting stronger."

"I know. I remember every dream I've ever had about you vividly, like it's only just happened or like I actually lived them. I remember the last one too."

"Well just be careful. We don't know what this thing is yet."

"Okay." she nodded.

"So that brings me back to my first question," he said perking up again. "Where will it be?"

"How about the future? Somewhere cool."

"Okay, let's be off then." replied The Doctor as he threw a lever next to him.

As The Doctor stepped out of the doorway he stopped and looked around. Lily was close behind him, stepping out of the blue box and standing beside him while taking in the place around her. The TARDIS seemed to have landed in the foyer of a building. A red carpet stretched out before them up a dozen steps and down a corridor, the walls were cream and stretched up to the high, arched ceiling.

"What is this place?" asked Lily.

"I'm not sure. Stay close, we don't know what's here yet."

"Welcome, Doctor and friend!" a voice rang out. "Welcome to The Museum."

The Doctor looked around to see where the mysterious voice was coming from. It seemed to be all around them as if the room was talking to them, but the real source made itself known soon enough. A thin, brown haired man in a grey suit appeared out of thin air at the top of the steps. He smiled down at them both with his hands folded in front of him. "Honoured guests, we are so glad to have you here. Lily, the new companion. Well aren't you a sight for sore eyes? And of course The Doctor; the man of the hour."

The Doctor made his way towards the strange man addressing them. "Who are you?" he asked.

"Me? Little old me? You needn't worry about that my dear Doctor. Not at all."

"You called this The Museum," he said curiously. "Why?"

"Oh you're going to love it. But you'll discover that all in due time. Tell me, Doctor, are you ready for a trip down memory lane?"

Before giving The Doctor time to answer he vanished just as fast as he had appeared, leaving the two time-travellers bemused but intrigued.

"Well I don't know about you but I want to see what's here." said Lily, sounding excited as she made her way towards the hallway, causing The Doctor to follow. He had a weird feeling about the man he had just talked to and an even weirder feeling about what they might discover.

As the two of them walked down the corridor, the Time Lord's mind raced. He noticed that there were no doors apart from the one that they were heading for right at the end of the hallway. _Not giving us much choice is he?_ Lily was the first one to get there and flung the door open. Stepping inside they could both see the entirety of the room; the entire room was black and completely empty apart from one stand in the centre of the room with a glass box on top of it. As they approached the box The Doctor could see exactly what was inside of it. Lily stood on the opposite side of the stand, looking at the thing in the box and then at him, knowing that it had to have some connection to him. She looked again at the thing in the box which, to her, looked like an old pocket watch with a few circles on it. She looked back up at The Doctor and was surprised at what she saw: he stood with his hands in his trouser pockets and his eyes fixed firmly on the watch. A single tear mark ran down one side of his face. She wanted to ask what was up but couldn't bring herself to do it. She didn't need to anyway. A few seconds later she went into another trance. Her eyes glazed over, her head tilted back and a series of images and memories raced through her head. She saw a montage of various moments from The Doctor's past: a man with short brown hair stood at a window, The Doctor in a cage, the same man, this time with blonde hair, shooting electricity from his finger tips and eventually dying as The Doctor cried over him. All of these memories and dozens more raced by in her head.

When she came to she knew what The Doctor was feeling, but not because she had seen everything, in fact it still didn't make sense to her, but because she knew that somehow she had been him for a split second and had felt every emotion that he was feeling at the time. She put her hand to her cheek and found that she too was crying silently. As she looked across she could see that he had been watching her and that he knew full well what had just happened. He marched past her and into the next room.


	12. Chapter 11

**Chapter 11**

The next room was just like the first; the walls were black and the room itself was small and empty, except this time there were a series of pictures hung up around the room. The Doctor recognised them immediately because they were all of him. His different regenerations. Lily took a few seconds to look at each one, starting from the wall on her left and making her way round counting ten different faces. _Good thing there isn't eleven _thought The Doctor as he looked at the space between the ninth and tenth picture frames.

The Doctor watched Lily intensely as she took in each picture one by one. He had no idea who the strange man they had talked to was but he knew that he had only one goal: to torture the Time Lord. He knew exactly what he was doing. The Doctor knew what his past regenerations looked like and, even though he didn't like to look back at what he used to be, he knew that that wasn't what the rooms and the museum was for. It wasn't aimed at him. It was all for Lily. The person who had set this up had done so to expose Lily to as much of The Doctor's past as he could.

Eventually Lily drew her eyes away from the pictures and looked at the real Doctor who stood in the centre of the room with that serious expression on his face that only he could have.

"They're all me. All of them. You've probably seen quite a few of them already in your dreams. This is the curse of the Time Lords."

"You change. You become a whole new person. Why?"

"Lily, this is what we do, the Time Lords. When we're about to die we regenerate, and we cheat death. I have lived a long life, Lily. I have lived far too long and picked up so many memories along the way and the worst thing is I remember them all."

"Then why do you keep regenerating? Why do you keep going?"

The Doctor looked uneasy now. "Because I'm scared," he said. "I'm scared of dying and I don't want to go."

"Wrong. You keep coming back, you keep cheating death, because you want to. Because you know that there is so much left for you to do and because you love being the one that protects us and saves us time and again."

"Lily…are you me right now?" he asked tentatively.

"You have been on so many adventures, Doctor, and there are still so many awaiting you." she replied still stood looking at him just as she normally would.

"Lily, you have to stop this. Stop it now!" he demanded, knowing that she was using her ability again.

"You're going to go further than you ever have before. The things you'll do, Doctor. It's amazing."

"Lily! Listen to me. Right now you're me and that's dangerous, especially because at this moment you're a future version of me. Somehow you're seeing my future and reading my future thoughts and if I find out details about my own timeline that could be catastrophic."

"I can't stop." she wimpered.

"Yes you can," he replied grabbing hold of her shoulders. "Your ability is progressing and that means that you're learning to control it. Just focus."

Just from looking into her eyes The Doctor could see the intense struggle going on inside her head. Eventually she closed her eyes and held them tightly shut until she felt safe to open them again.

"Doctor, you…"

"Not one word," he said, holding his finger up in front of her face. "Tell me anything about my future and you could create a paradox."

Lily nodded in acknowledgement.

"Well well my dear Doctor," came a voice from behind him. "Looks like your new companion is progressing quite nicely."

The Doctor wheeled around to see the same man that they had talked to in the foyer standing next to the doorway to the next room. A rush of anger flowed through him. "I don't know who you are or what you want but your fight is with me so you leave Lily out of this, because if you hurt someone that I care about then there won't be a place in this universe that will keep you safe from me." he barked.

"Excuse my manners. Here you are threatening me and I haven't even properly introduced myself yet. You can call me The Tour Guide. Sounds a bit Time Lord-like but oh well. And you needn't worry about me hurting your precious friend there; she wouldn't be any use to me then."

"You know, in the past I would have offered you a second chance, but as I get older I get more and more impatient." replied The Doctor calmly.

"I am only a humble servant though, Doctor. There would be no point in killing me. This road that you are on will lead you to the same place whether I'm alive or not. Bye for now." he said cheerfully, before disappearing once again.

Lily looked worried. "Doctor, what did he mean when he said I'm progressing nicely? What's my purpose in all of this?"

"I don't know yet." he answered._ I seriously wish I did though._

The Doctor opened the door to the next room and the two of them stepped inside. However, what they had stepped in to didn't appear to be a room at all. A beautiful landscape stretched out in front of them and they looked down upon an immense city with magnificently tall buildings that reached up towards the ambient sky. There was proper ground beneath their feet and they could feel the air on their faces. Wildflowers bloomed and the mountain range that they were stood on glowed orange beneath in the sun's light. Lily looked amazed, but The Doctor looked terrified.

"Wow. This place is amazing!" Lily exclaimed. "Where are we?"

She turned around to see just how amazed The Doctor was at the beautiful planet that lay before them but instead she found him with his mouth open, close to tears. "Gallifrey," he said sounding horrifically amazed. "We're on my home planet."


	13. Chapter 12

**Chapter 12**

"But how can we be here?" asked Lily. "Your planet was lost to time and your people trapped in a time lock." she continued, drawing on her newly obtained knowledge of The Doctor, retrieved from his own mind.

"Obviously someone's been looking through my thoughts again," he told her. "Although this time they've gone a little further. There are places deep in my mind that I doubt even you can see because I keep them locked away. But somehow we're here, and that means that they've broken that lock and can pull them out of my head at will. I don't know who has that kind of power but I would really love to find out."

The Doctor looked down upon his home planet in awe. It was exactly how he remembered it, down to every last detail. He knew for certain that wherever they were it was created from his own memories because the landscape that lay before them was exactly what he pictured every time he dared allow himself to think about his home planet. Suddenly though the scenery changed and they were now at ground level, just outside the city, in a field of red grass. Both Lily and The Doctor turned their heads as they heard the sound of children behind them but as they looked all they could see was one little boy stood by himself with his back to them.

"That's…that's you isn't it, Doctor?" asked Lily.

"Yes that's me," he replied softly. "About nine hundred years ago."

"Such a lonely child," she whispered. "I remember from my dreams. The lonely Doctor; forever on his own, forever the outsider. You were always special, always different; blessed with this potential to be something that no one has ever been before. You talk about the curse of the Time Lords but this, this loneliness that is constantly thrust upon you, is your own curse and it is one that you are burdened with simply for being what you are. And it all began on this day, didn't it, Doctor?"

"Yes. This was the day I looked into the Untempered Schism," he replied. "When Gallifreyans turn eight they're taken to the Schism and made to look into it. The whole of time and space before your very eyes when you're just eight years old; you're never the same again," he explained, walking towards the young boy. "After I had been initiated I came here and just stood looking out over this field, thinking about what I had seen. And oh what I did see. It was beautiful. It was then that I truly saw life for what it was."

"That explains a lot." said Lily, smiling as though he could see her even with his back turned.

"But this isn't my planet." he said, like he hadn't even heard her speak.

Lily could see his hand tighten into a fist and his shoulders begin to tense.

"My planet, the real Gallifrey, was my home. It was sacred to me. This, all of this, this is _not_ my planet, this is _not_ my home!" he shouted to the sky, as if someone up above him could hear him. "How dare you try to imitate it?! My Gallifrey had wonders that you could only dream of; the Untempered Schism, the Eye of Harmony, the Citadel of the Time Lords. All this is is a cheap hologram, and oh yes you think you had us fooled by combining the hologram with a psychological overlay to make us think we're actually feeling physical things that aren't there but I saw right through that. Because right now we're just in another one of your little rooms." He continued, pacing around with a strange expression on his face that seemed like a combination of a smile and a scowl. He reached into his pocket and pulled out his sonic screwdriver, pointed it out to the side of him and turned it on. The scenery disappeared before them and they were left standing in an empty room where every surface was made of black glass.

Once again the now familiar voice came ringing out around the room.

"Damn, you really take all the fun out of it don't you my dear Doctor?" said the strange man, appearing in front of them once again.

"I am really losing my patience," spat The Doctor. "So you better explain what all of this is about before I really do something I regret, because I don't take too kindly to being toyed wi…"

"Doctor?" said Lily behind him, wondering why he had stopped completely.

"Toyed with," he mumbled. "Toyed with! Of course! How could I be so stupid?!"

"What? What do you mean?"

He swung round to face her with a big grin on his face. "I mean that I've figured it out. What has this thing been doing all this time?"

"Showing us things from your past." she replied.

"Exactly. My past. That's the point. It's like a giant toy or a trap, whichever way you want to look at it, and we've stumbled right into it."

"I don't get it." said Lily.

"We're currently standing in a spaceship, only around what, one hundred, two hundred feet in length? About the same in height. Basically a giant cube floating through space."

"Okay. And?"

"Well these cubes are the ships of an alien race called the Flantanes," he explained, now happily pacing around room while giving his lecture. "The Flantanes float around in their ships for their entire lives, never leaving them once. And obviously they have to feed but they're extremely weak creatures, so what they do is they use their psychic abilities. Did I mention they're psychic? Well they are. And what they do is they lock on to the highest IQ, make them relive past experiences and put them through mental torture until they become insane and lose the will to live and that's when they swoop in and put you out of your misery. And then move on to the next smartest and so on."

"Wow well that's depressing." said Lily, looking disgusted.

"Hey, not everyone can run out to the shops you know. Unfortunately this is just how this particular species has evolved in able to survive. Who are we to say it's wrong? Anyhow, with that being said, I'm not fond of becoming it's next meal so…"

The Doctor once again whipped out his screwdriver and pointed it at the wall. A door opened up and through it they could see the place they had come in.

"Loop circuit," he said. "Just in case it doesn't get you first time round."

Back inside the TARDIS The Doctor closed the doors and joined Lily at the centre console. He pressed a few buttons and turned a wheel and once again they were off. They had just set off when he noticed Lily had once again stopped moving and had gone into one of her trances. He watched her intently and tried to figure out what could be causing it but he still couldn't figure it out. Whatever it was it was out of his control and he was becoming more and more worried about it. When she finally came back to the real world she turned to him with fear in her eyes.

"Lily? What is it? What did you see?" he asked.

"I saw us. I saw everything that has happened from the day I met you." she replied.

"And?"

"Well I got this feeling. I suddenly became aware that I could control it and I could see what I wanted so I pushed forward, I saw us both standing here like we are now and I saw us having this conversation. I even saw what we will do for the rest of this day but after that…nothing."

"What do you mean nothing?" he asked, looking more serious than ever.

"I couldn't see tomorrow, at least not yours. Doctor…I think you're going to die tomorrow."


	14. Chapter 13

**Chapter 13**

_This is the day I die_ thought The Doctor as he stood in the doorway of the TARDIS which he had parked just outside of a dying galaxy. He thought it fitting. It had been hours since Lily had had the vision in which she predicted that he would finally lose his life and he had done nothing but think about it ever since she had retired to her room. For him the concept of death seemed strange and alien, even though he had been surrounded by it his entire life. After nine regenerations he had come to see his own death as just a new start with a new face; nothing to be truly frightened of, but this time was different. Lily hadn't mentioned a regeneration. When she had tried to see his future all she saw was darkness, no new start at all. But he still held out hope.

He was finally roused from his thoughts as Lily appeared behind him. She seemed awkward and tense and it wasn't hard to imagine why, having basically told The Doctor that today would be his last day.

"Morning." she said.

"Well technically it's the afternoon to be precise," he replied, turning to face her with his usual smile. "In fact to be even more precise it's the year five thousand three hundred and seventy seven and it's Tuesday afternoon."

That made her smile. "Okay fine, good afternoon."

"So where to now?" he asked.

"I-I'm not sure. I mean…"

"Come on; don't tell me you're worried about the whole death thing are you? You could be wrong you know."

Once again she smiled. "Okay. Where do you suggest?"

The Doctor said nothing. Instead he simply messed around with a few controls and waited as the TARDIS made its familiar sound.

Stepping out of the TARDIS, The Doctor and Lily were greeted with a sight they weren't expecting: modern day London. The Time Lord was stony faced.

"This isn't a coincidence," he said, looking around at the high rise buildings they had landed between. "The TARDIS has brought me here because this is where I need to be."

Lily looked worried. She was scared for The Doctor, _her _Doctor. She stayed silent as he closed the doors to the TARDIS and began to walk out of the alleyway and onto the streets of London. She followed close behind and wondered if she should say something.

It seemed that the TARDIS had landed in the centre of London. There were a lot of people about walking back and forth, getting on with their daily lives. As the two time-travellers walked around the centre of the capital The Doctor began to get more and more agitated as he looked at the people that passed them.

"Something's wrong." he finally said.

"What? Everything looks fine to me." replied Lily.

"No, there's something wrong, something off about all of this. I just can't seem to put my finger on it."

"Well it looks like a typical day in London to me. A lot of depressed and overworked people walking around looking miserable."

"Well aren't you a barrel of laughs?" he asked, turning to her with half a grin.

"If you think I'm wrong then you've obviously never spent that much time here." She laughed back.

"Actually…" he began.

"What?"

"What did you say before?"

"When?"

"About the people. You said they all looked depressed."

"Yeah I did."

"That's what's wrong. Look at all these people," he said as if he had just had an epiphany. "They're all miserable! Not a smile to be seen for miles."

"I still don't see anything out of the ordinary." Lily remarked.

"Humans. You're so depressing sometimes. Not enough bananas, that's what that is. Bananas are good. In fact…"

Suddenly The Doctor lurched forward as if shot from behind and then fell to his knees. He placed his hands on the ground and breathed heavily as Lily rushed to his side.

"Doctor! What's wrong? Are you okay?"

"I'm fine. Just a little…tired I guess." he replied as he got back to his feet with Lily's help.

"Didn't look like tiredness to me."

"I'm fine," he replied, getting to his feet. "Anyway, let's go and see…"

"Doctor…" began Lily. "Who's Rose?"

The Doctor froze as those words hit his ears. "Where did you hear that from?" he asked.

"I saw it. Just then when you fell. It was like that name leapt from within you. For just a split second I was in your mind again and that was the only word in your head."


	15. Chapter 14

The Doctor stood in the centre of London and looked around at the people making their way past him. Ever since they had arrived in the capital something had seemed off to him. He thought he had cracked it but something was still bugging him.

"So," he eventually said. "The question is why is everyone completely miserable?"

Lily who was sat on the wall of a fountain behind him thought for a second. "Maybe something happened; something tragic or unexpected, just before we arrived."

"No it's not that, my history is perfect; if some tragic event was due to happen I'd know about it. No, this isn't something natural. Sure if something devastating happened then people would be unhappy but the thing about the human race is that they're a genuinely happy people. They pick themselves up and carry on with a smile on their faces. Whatever's caused this is purposely making everyone depressed on purpose all at once, but why? And how? And from where?" he asked as he paced about, before approaching a random middle aged woman that just happened to walk past him. "Hi, yes, hello. I was wondering if you could tell me why everyone looks so down all of a sudden?"

The woman didn't respond.

"Okay then," he continued. "Can you tell me what day it is? What time? What year?"

Again the woman stayed silent and simply looked up at him before looking back at the floor and sloping off.

The Doctor had had enough by this point and decided to go investigating. As they walked past an electronics shop he stopped and looked at the televisions in the window. They were all turned on but there wasn't a picture on any one of them.

"This is bad." said the Time Lord solemnly.

"What do you mean?" asked Lily.

"This is city wide, at very least. The TV stations have stopped transmitting, everyone is in such a deep state of depression that nothing's working anymore."

"Nothing at all?"

"Think of the worst day you've ever had," he began. "That spectacularly bad day where you wake up and you simply can't be bothered to even get out of bed never mind get dressed and go to work. Now imagine everyone in the city, everyone in the country, having one of those days all at once. No one is at work, people are wandering the streets aimlessly, countless people are curled up in bed or on their settees in their living rooms not wanting to even move. Britain is at a standstill."

"How? Who's done this?"

"Aaargh, I don't know!" he yelled, almost tearing his hair out as he tried to think. "What would want to do this? What would be the point of it? I mean, you get the entire country into a deep depression, stop it dead and then what? Nothing's happened. No invasion, no genocide, nothing."

As The Doctor paced, Lily watched and wondered what was happening. In her adventures with him she had seen aliens and visited ancient times and the future but it all seemed so far away, as if it didn't apply to her. But now that it was here in her home city in her own time it felt that much more real. She began to realise that she wasn't immune to the things that she encountered with The Doctor. In fact she had begun to feel its effects already. Slowly but surely she felt the happiness and joy being drained from her body as if it was being sucked from her by a giant syringe.

"Oh!" cried The Doctor as he spun around on the spot. "I've been so stupid! Stupid Doctor! Lily, it's been staring me in the face this whole time!"

"What is it?" she replied lacklustrely.

"All this time I've been trying to figure out what whatever this thing is could achieve by taking away all the joy in Britain, but what if taking away the joy isn't a way to get what it wants? What if that _is _what it wants?"

"Sooo…?"

"Don't you see? This _thing_ isn't stealing happiness because it's a means to an end, what it wants is the happiness itself. It feeds on it. And it doesn't care what happens to its victims after that. See, the simplest answer is usually the correct one. It's not got a plan; it's just fulfilling the most basic of needs: hunger. Or, more worryingly, boredom."

"Oh." replied Lily, looking less and less enthused by the minute.

The Doctor suddenly had a stark realisation. "And right now it's feeding off you…"

Lily said nothing, only nodded.

"Lily, look at me. Remember what I told you? We're going to fix this."

"The bells." she replied.

"What?"

"The bells."

"The bells? What does that mean, the bells?"

And then it hit him. _The bells. Of course! We've been in London for hours now and not once have we heard Big Ben chime. I know where it's hiding._

The Doctor rushed up the steps inside the clock tower with Lily on his arm trying to keep up in her mentally weakened state. The spiral staircase inside the tower took a long time to ascend and each step made him feel like he was getting closer and closer to his fate. He couldn't help but imagine that Lily's prediction had something to do with what was happening. Eventually they reached the top of the long and winding staircase and were faced with a door leading into the belfry that housed Big Ben. The Doctor reached for the handle and pushed the door open. As they stepped inside an unexpected sight met their eyes. In the middle of the belfry, where Big Ben should have been, was what appeared to be a woman. Her eyes were closed and her skin was so pale it was almost pure white. She hung in the centre of the great tower held up by wires from all directions as her slicked back hair protruded down into the tower itself. The Doctor put Lily down just inside the doorway and walked towards the woman.

"So, what do I call you then?" he asked.

"Does that really matter?" she replied, her eyes staying shut.

"I guess not. All that matters is that I'm The Doctor and I'm here to stop you." he told her forcefully.

"I'm surprised you found me, Doctor. I thought I had hidden myself quite well."

"You feed off the happiness of others. You needed a place high up that's also easy to send out a signal from so you can gorge yourself, so you hollowed out the clock tower and settled yourself in ready to feast on humanity."

"I am only fulfilling my desire for food. You cannot begrudge me that."

"You are a parasite!" The Doctor spat back. "You binge on other people's joy, their happiness. What you do isn't a need, it's a hobby. You've got a taste for it and so you seek out as much of it as possible and devour it until your heart's content. And what better place to come than Earth? Humans: the happiest race in the universe, even though they very seldom show it," he said, half talking to himself. "But there was one thing you didn't count on."

"And what was that?"

"The fact that you can't feed on me," he replied. "My happiness was ripped from me a long time ago. All the joy in my life has been slowly drained throughout the years until nothing remained and that makes me a nightmare for things like you because not only am I off the menu, but that makes me your natural predator."

"Your threats don't scare me, Doctor. Look at your friend over there, cowering on the floor. I've sent her into such a deep state of depression that she'll never recover. She'll be down there forever like the dog that she is."

The Doctor looked as though he was going to explode with rage as he looked at Lily and then turned back to the woman hanging in the centre of the room, until he heard a voice from behind him.

"Not a dog. Not a dog at all. A wolf."

The Doctor slowly turned his head to see Lily stood on her feet again with her eyes glowing like fire.

"Like a big. Bad. Wolf." she said.

"Lily…" exclaimed The Doctor softly as he slowly made his way towards her.

"Doctor." said a voice that came from Lily's lips but wasn't her own.

The Time Lord recognised the voice immediately and hardly noticed the tear running down his left cheek. "Rose. What are you doing?"

"I am the Bad Wolf. I watch over The Doctor wherever he goes. I absorbed the time vortex and I could see everything that would ever be, including you. I saw that you would need help and so I gave your friend Lily a gift, knowing that she would travel with you."

"But you're meddling with the future and with the whole of time itself. I don't need help fighting anyone, you shouldn't have done this."

"I didn't say I would help you fight. I will not help you defeat the woman behind you. I am here to help you in a different way. It's time for you to die, Doctor."

The Doctor finally understood. Lily had been sent to him, to guide him, to help him, to lead him to this very place at this very time. "Thank you." he whispered as he looked into her blazing eyes.

"Goodbye, Doctor." she said, and with that Lily's eyes returned to normal and she fell to the floor, propped up on the wall as she watched her travelling companion.

The feeling that The Doctor had had inside of him for so long had finally been pushed over the edge. The thing that had made him collapse in Greece and again most recently in London was rising to the surface. When he turned back to the woman hanging in the belfry he looked like a man possessed.

"You come to Earth," he snarled at her. "Looking to abuse the human race. You take away their joy and their happiness and leave them suicidal and depressed. You're a parasite. And I pity you. Because you will never know what it's like to be like those people out there. Happiness isn't something that someone like you can feel; it's only a way of getting stronger."

For the first time the woman opened her eyes.

"You can never feel what they feel. You can never feel what _I _feel." he said, clutching his chest and taking shorter breaths. "And oh the things I have felt. They have left me damaged and broken beyond your wildest dreams. I am the embodiment of loneliness and the definition of sorrow and regret. I have watched universes crumble at my feet and I have rebuilt them star by star. I have committed atrocities against my own people and I have a home that I can _never_ go back to. I murder and I destroy and I bring chaos in my wake to the point where I am feared by the very people that I strive to save. I have lost dreams that I never knew I had and loved ones who didn't even know that's that what they were to me!" he shouted at her as his body began to glow. "I am the last of the Time Lords and yet not a day goes by where I am thankful for that. I have made sacrifices that have torn my soul apart and I have memories in my head that hurt me every single day!" he yelled as the feeling inside him finally overcame him.

Lily watched as her friend opened up like never before and she remembered what he had told her; that Time Lords only regenerate when they're dying. She had been correct; he was dying. But not of any physical wounds. The Doctor was dying of a broken heart. Two of them.

The Time Lord let out a deafening yell as his body exploded with energy, blowing the clock face out of the tower and filling the room with fire. When Lily looked up she saw that she had been protected from the explosion but there was no sign of the mysterious white woman. She assumed that she had been incinerated during by the blast, but she didn't know for sure. She did know however, why The Doctor's regeneration had been so powerful. When he regenerated all of the excess pain and suffering and hurt was expelled from his heart and mind. It was transformed into energy and forced from his body. Almost a millennia of heartache had been purged from the Time Lord's body in the form of pure regeneration energy, meaning that the strange man that lay in front of her was finally free of his demons…for now.

**The End**


End file.
